Mason Ward
About Mason Ward
Mason Ward, 42, has served as an independent director of Banzai International (BNZI) since December 2023. He is Chief Financial Officer of Alco Investment Company (since 2018) and previously served as Alco’s Controller and Finance Director (2015–2018). Earlier, he was a U.S. Army Infantry Officer with deployments to Afghanistan. Ward holds a B.S. in Civil Engineering (University of Cincinnati), a Certificate in Accounting and an MBA (University of Washington), and is a certified public accountant (inactive) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alco Investment Company | Chief Financial Officer | 2018–present | Finance leadership; beneficial owner of BNZI; Ward controls voting/investment decisions for Alco’s BNZI shares . |
| Alco Investment Company | Controller & Finance Director | 2015–2018 | Led finance and accounting functions . |
| U.S. Army | Infantry Officer (operations, logistics, risk management, fiscal ops; two deployments to Afghanistan) | Not disclosed | Leadership and risk management experience . |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Alco Investment Company | CFO | Private | Ward controls Alco’s BNZI holdings; Alco is a significant BNZI shareholder . |
| Other public company boards | None disclosed | — | No other public company directorships disclosed in BNZI filings . |
Board Governance
- Committee assignments and chair roles (current): Compensation Committee Chair; member of Audit Committee; member of Nominating & Corporate Governance Committee .
- Independence: The Board determined Ward is independent under Nasdaq rules; all committee members are independent. Note: BNZI disclosed Ward may own >10% of common stock; he serves on the Audit Committee under Rule 10A‑3/Nasdaq phase‑in exemption post-business combination until full compliance is achieved .
- Committee activity and attendance: In 2024, there were 4 Audit, 4 Compensation, and 2 Nominating & Governance meetings. Each committee member attended at least 75% of the meetings of the committees on which they served .
- Tenure: Director since December 2023 .
Committee Membership Summary
| Committee | Role | Source |
|---|---|---|
| Audit | Member | |
| Compensation | Chair | |
| Nominating & Corporate Governance | Member |
Fixed Compensation
BNZI’s non-employee director compensation program (adopted December 2023) includes cash retainers as follows :
- Annual base retainer: $100,000 .
- Committee Chair Retainers: Audit $10,000; Compensation $5,000; Nominating & Governance $5,000 .
- Committee Member Retainers: Audit $5,000; Compensation $2,500; Nominating & Governance $2,500 .
Based on Ward’s roles, implied annual cash retainer (program rates; actual payouts determined by the Compensation Committee): $112,500 (Base $100,000 + Compensation Chair $5,000 + Audit Member $5,000 + Nominating Member $2,500) .
| Component | Amount (USD) | Notes |
|---|---|---|
| Base retainer | 100,000 | Program rate |
| Compensation Committee Chair fee | 5,000 | Program rate |
| Audit Committee member fee | 5,000 | Program rate |
| Nominating & Governance Committee member fee | 2,500 | Program rate |
| Implied total cash retainer | 112,500 | Sum of program rates for Ward’s roles; actual payment timing as determined by Compensation Committee |
Performance Compensation
In December 2024, BNZI granted RSUs to non-employee directors:
- The four non-employee directors received compensation of $371,507 in the form of RSUs equivalent to 30,049 shares of Class A Common Stock (Ward, as a non-employee director, was in scope of this grant) .
| Grant Date | Vehicle | Shares/Units | Grant-Date Fair Value (USD) | Vesting/Performance Conditions |
|---|---|---|---|---|
| Dec 2024 | RSUs | 30,049 | 371,507 | Not disclosed; no performance metrics disclosed for directors |
No option awards, performance share units, or director-specific performance metrics were disclosed for non-employee directors in the cited filings .
Other Directorships & Interlocks
| Entity | Relationship | Details |
|---|---|---|
| Alco Investment Company | Significant BNZI shareholder; Ward is CFO | As of Oct 22, 2024, Alco held 330,346 BNZI Class A shares; Ward controls Alco’s voting/investment decisions and is deemed to beneficially own these shares . |
| BNZI ↔ Alco transaction | Potential related-party exposure | BNZI executed a Consulting Agreement and Warrant with “ALCO Investment Company” as Warrant Holder; signature block lists “Mason Ward, CFO, Treasurer” for Alco (8‑K exhibit), indicating a transaction with an entity where a director is an officer . |
Note: BNZI’s Nov 4, 2024 DEF 14A states “No member of the Board has any relationship or arrangement that would require disclosure under Item 404,” which pertains to the covered period in that filing . The Alco warrant documentation indicates a transaction with Alco; investors should monitor subsequent related‑party disclosures for materiality and classification .
Expertise & Qualifications
- Finance and accounting expertise: CFO of Alco; CPA (inactive) .
- Education: B.S. Civil Engineering (University of Cincinnati); Certificate in Accounting; MBA (University of Washington) .
- Leadership and risk management: Former U.S. Army Infantry Officer with deployments to Afghanistan .
- Board’s stated rationale: Ward is qualified due to extensive finance and accounting expertise and experience .
Equity Ownership
Snapshot of beneficial ownership:
| Metric | Mar 22, 2024 | Oct 22, 2024 |
|---|---|---|
| Total beneficial shares | 2,421,431 | 330,851 |
| Direct ownership (Ward) | Not broken out (combined total with Alco) | 504 |
| Indirect via Alco Investment Company | Included in total (Ward/Alco combined 2,421,431) | 330,346 |
| Ownership % (basis) | 12.1% of outstanding common stock | 13.91% of Class A; 1.30% total voting power |
BNZI disclosed that Ward “may be deemed to own in excess of 10% of our Common Stock,” which impacts Audit Committee safe harbor independence under Rule 10A‑3; BNZI relies on phase‑in provisions post-business combination .
Governance Assessment
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Strengths:
- Independent director with deep finance/accounting credentials (CPA/MBA) and current CFO experience; chairs Compensation Committee and serves on Audit and Nominating, enhancing board technical depth .
- Committee participation with at least 75% attendance in 2024; structured committee charters in place .
- Clear, disclosed director pay framework (cash retainers plus annual RSU grant), aligning director compensation with shareholder value through equity .
-
Watch items / Red flags:
- Audit Committee independence: Ward may own >10% of BNZI common stock; BNZI is relying on Rule 10A‑3/Nasdaq phase‑in exemptions until full compliance—investors should monitor the timeline to permanent compliance and composition changes .
- Related‑party exposure: Alco (where Ward is CFO) engaged in a consulting/warrant arrangement with BNZI (per 8‑K exhibit signature block), suggesting potential related‑party dynamics that warrant continued monitoring for Item 404 disclosures and governance controls around such transactions .
- Shareholder rights context: BNZI is an Emerging Growth Company and exempt from say‑on‑pay; this reduces direct shareholder feedback on compensation practices near‑term .
Overall: Ward brings relevant financial oversight and compensation governance expertise. Key governance risk is audit committee independence optics due to significant share ownership and the Alco relationship; robust recusal practices and timely transition to full Rule 10A‑3 compliance will be important to investor confidence .